UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to Section 240.14a-12

Fisher Communications, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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4) Date Filed:

Fisher Communications, Inc. (“Fisher”), has a made a definitive filing with the Securities and Exchange Commission of a proxy statement and accompanying proxy card to be used to solicit votes in connection with Fisher’s 2011 annual meeting of shareholders to be held on May 11, 2011. On April 15, 2011, Fisher gave the following presentation to Institutional Shareholder Services:

1

INVESTOR PRESENTATION

April 2011

2

FORWARD LOOKING STATEMENTS

This presentation contains information that is confidential or proprietary information of Fisher

Communications, Inc., and it includes forward-looking statements. We have based these forward-looking

statements on our current expectations and projections about future events. Forward-looking statements

include information preceded by, followed by, or that includes the words “guidance,” “believes,” “expects,”

“anticipates,” or “could,” or similar expressions. For these statements, the Company claims the protection

of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act

of 1995. The forward-looking statements contained in this document, concerning, among other things,

changes in revenue, cash flow and operating expenses, involve risks and uncertainties, and are subject to

change based on various important factors, including the impact of changes in national and regional

economies, our ability to service and refinance our outstanding debt, successful integration of acquired

television stations (including achievement of synergies and cost reductions), pricing fluctuations in local

and national advertising, future regulatory actions and conditions in the television stations’ operating

areas, competition from others in the broadcast television markets served by the Company, volatility in

programming costs, the effects of governmental regulation of broadcasting, industry consolidation,

technological developments and major world news events. Unless required by law, we undertake no

obligation to update or revise any forward-looking statements, whether as a result of new information,

future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking

events discussed in this document might not occur. You should not place undue reliance on these forward-

looking statements, which speak only as of the date of this document. For more details on factors that

could affect these expectations, please see the risk factors in our Annual Report on Form 10-K for the year

ended December 31, 2010, which we have filed with the Securities and Exchange Commission.

Certain pro forma measures included in this presentation such as EBITDA are non-GAAP financial

measures under Regulation G.  Definitions of these non-GAAP financial measures, the importance of these

measures to investors and reconciliations of these measures to the most directly comparable GAAP

measures can be found in the appendix to the presentation.

3

Fisher shareholders should elect the Company’s slate

•

Fisher's Board has evolved, responded to the needs of shareholders over time and is

keenly aware of the dynamic nature of the broadcasting industry

•

The Company continues to successfully execute on its strategic plan

•

Fisher’s nominees are highly qualified with nearly 100 years of combined broadcast

experience, significant financial acumen and successful track records creating

shareholder value at other companies

•

FrontFour, a Connecticut-based hedge fund, is seeking to take control at the expense

of other shareholders

–

FrontFour is trying to take control of Fisher through a proxy contest in an effort to yield a

quick investment return

–

David Lorber, a Fisher director and FrontFour co-founder, is conflicted and not acting in the

best interests of all shareholders

FrontFour’s nominees have no broadcast experience and appear to be focused only on 

providing FrontFour with a short-term gain by attempting to orchestrate a sale of the 

Company in today’s market

4

Fisher Communications is a leader in local media innovation

BROADCAST

INTERACTIVE / DIGITAL

REAL ESTATE

20 television stations in 7

markets

9 radio stations in 2 markets

Reaches 3.5% of U.S

television households

Significantly increased

revenue share since 2005

AFFILIATES

121 hyperlocal neighborhood

websites, 15 local news

websites and one national

website

Comprehensive multi-platform

advertising solutions

Delivers nearly 2,300

neighborhood businesses

An area of high growth with

$5 million of revenue in 2010

Owner / occupant of Fisher

Plaza

300,000 sq. ft. mixed use

data center facility

Located in downtown Seattle,

Washington

Average revenue per rentable

sq. ft. has been increased

from $20 in 2005 to $38 in

2010

Occupancy rate has

increased from 91% in 2005

to 96% in 2010

*

Fisher has a minority ownership interest in DataSphere Technologies, Inc., a Bellevue, Washington 

based technology ad sales company

5

Fisher’s footprint is focused on the fast growing Northwest

Seattle-Tacoma, WA

DMA Rank #13

•

KOMO-TV (ABC)

(O&O)

•

KUNS-TV (Univision)

(O&O)

Portland, OR

DMA Rank #22

•

KATU

(TV)

(ABC)

(O&O)

•

KUNP

(TV)

(Univision)

(O&O)

•

KUNP-LP

(Univision)

(O&O)

Boise, ID

DMA Rank #113

•

KBOI-TV

(CBS)

(O&O)

•

KYUU-LP

(Retro

TV)

(O&O)

Great Falls, MT

DMA Rank #190

•

KXGF AM

(O&O)

•

KQDI AM

(O&O)

•

KQDI FM

(O&O)

•

KIKF FM

(O&O)

•

KINX FM

(O&O)

Eugene, OR

DMA Rank #118

•

KVAL-TV

(CBS)

(O&O)

•

KCBY-TV

(CBS)

(O&O)

•

KPIC

(TV)

(CBS)

(O&O)¹

Idaho Falls-Pocatello, ID

DMA Rank #162

•

KIDK

(TV)

(CBS)

(O&O)

•

KXPI-LP

(My

Network

TV)

(O&O)

Bakersfield, CA

DMA Rank #125

•

KBAK-TV

(CBS)

(O&O)

•

KBFX-CA

(FOX)

(O&O)

Seattle-Tacoma, WA

DMA Rank #13

•

KOMO AM/FM

(O&O)

•

KVI AM

(O&O)

•

KPLZ FM

(O&O)

•

KING

FM

(JSA)

Television Assets

Radio Assets

Real Estate

FISHER PLAZA

•

KLEW-TV

(CBS)

(O&O)²

Spokane, WA

DMA Rank #75

Notes:

1

Fisher Broadcasting owns a 50% interest in South West Oregon Television Broadcasting Corporation, licensee of KPIC

2

Although

included

as

part

of

the

Spokane,

Washington

DMA,

KLEW

primarily

serves

the

Lewiston,

ID

and

Clarkston,

WA

audience

that

is

only

a

small

portion

of

the

Spokane

DMA

Yakima-Pasco

-Richland

-

Kennewick, WA

DMA Rank #126

•

KIMA-TV

(CBS)

(O&O)

•

KEPR-TV

(CBS)

(O&O)

•

KUNW-CA

(Univision)

(O&O)

•

KVVK-CA

(Univision)

(O&O)

•

KORX-CA

(Univision)

(O&O)

6

Fisher’s senior management team is highly accomplished and has a

wealth of experience

Title

Background

Years of

Experience

Colleen B. Brown

President and CEO

Assumed current role in October 2005; Senior

executive roles at Gannett for 18 years; President of

Lee Broadcasting; SVP of Belo Corp; MBA from the

University of Colorado

32

Robert I. Dunlop

Executive Vice

President,

Operations

Assumed current role in November 2010; SVP of

Developing Media; VP and GM of FSCI’s Seattle radio

stations; MBA from the University of Washington

27

Randa E. Minkarah

Senior Vice

President, Revenue

& Business

Development

Assumed current role in February 2011; VP of Market

Development; GSM for KOMO-TV, Management level

positions at Clear Channel and Tribune

28

Hassan N. Natha

Vice President and

CFO

Assumed current role in January 2011; VP of Finance;

CFO of Jones Soda Co.; Senior Manager of Accenture

Inc.; Executive level position with Nike subsidiary; CPA

(WA)

29

Christopher J. Bellavia

Senior Vice

President, General

Counsel &

Corporate

Secretary

Assumed current role in May 2009; VP & Senior

Attorney; Assistant GC (Corporate and Transactional)

of Washington Mutual, Inc.; Senior Associate of Wilson

Sonsini Goodrich & Rosati; JD from Cornell Law

School

17

7

The Board and management team are keenly focused on increasing

shareholder value

•

Continued execution of our strategic plan

•

Adding and enhancing new revenue streams

–

Robust retrans revenue growth

–

Strong online presence

–

High occupancy rates and growth in average revenue per rentable sq. ft. at Fisher Plaza

•

Optimizing the value of our asset portfolio

–

Currently exploring strategic alternatives for Fisher Plaza

•

Optimizing our capital structure

–

Significant balance sheet deleveraging over the past two years

–

Strong cash position

•

Maintaining best in class corporate leadership through further enhancing our Board

with industry experts and thought leaders

8

Fisher’s strategic plan is garnering results

Strengthening the

Traditional Broadcast

Business

Leveraging

Technology to

Increase Efficiency

and Workflow

Developing Digital

Content and

Distribution Platform

Beyond Geographic

Footprint

Recognize Value from

Non-

core Assets

•

Increasing audience

share

•

Increasing market share

of revenue

•

Increasing revenue and

EBITDA

•

Controlling expenses

•

News automation

•

Centralized master

control operations

•

Financial reporting

•

HR functions

•

Technology and IT

personnel

•

Broadcast to Broadband

initiative

•

Multiplatform sales

solutions for advertisers

•

National reach with The

Buzz and Buzz brand

websites

•

Launched digital

channels in all markets

•

Swapped regional radio

stations for higher

margin Univision

stations in 2007

•

Sold Safeco shares in

2007 and 2008

•

Initiated strategic

alternatives review of

Fisher Plaza in 2008 and

2011

9

16.5%

17.4%

18.9%

20.1%

20.1%

22.3%

--  

5.0%

10.0%

15.0%

20.0%

25.0%

2005

2006

2007

2008

2009

2010

•

2010 was the fifth consecutive year in which Fisher’s

stations increased their share of television market

revenue

–

Since 2005, Fisher’s share of television

market revenue has grown 370 basis points,

resulting in an additional $20.3 million in

revenue

•

Fisher’s share of Seattle radio market revenue has

increased from 13.4% in 2005 to 15.9% in 2010

FISHER TV AND RADIO REVENUE SHARE

AUDIENCE SHARE

Fisher’s focus on its broadcast business has resulted in increased

audience share and market share of revenue

•

Increased audience share with top-ranked news and

quality programming

•

Advocacy journalism approach has resonated with

viewers and is fueling growth

•

Fisher TV stations now rank either #1 or #2 in their

markets

•

Key radio stations in Seattle have moved from middle

market rankings to top-tier rankings

Market

Station

Affiliation

Rank

Seattle, WA

KOMO

#1

Portland, OR

KATU

#1

Boise, ID

KBOI

#2

Eugene, OR

KVAL

#1

Bakersfield, CA

KBAK

#2

Yakima, WA

KIMA

#1

Idaho Falls, ID

KIDK

#2

10

Fisher's core advertising categories have exhibited strength

Source: Company

TOP 10 ADVERTISING CATEGORIES

FY 2010

Rank

Category

2010 Growth vs. 2009

1

Automotive

47.0%

2

Professional Services

13.3%

3

Retail

17.8%

4

Telecom

17.2%

5

Restaurants

(7.0%)

6

Entertainment

5.9%

7

Home Products

11.5%

8

Financial Services

29.6%

9

General Services

1.8%

10

Pharmaceutical

14.9%

•

Automotive

–

Domestic Auto spending increased as the U.S.

auto market stabilized

–

GM and Ford both increased spending

–

The domestic industry initiated rebates and other

incentives in 2010

–

Cash for Clunkers also resulted in increased

spending

•

Retail

–

Drug Store spending increased 102%

–

Other retail increases included Pet Supplies

(+147%), Perfume (+100%), Photo/Camera

(+104%), and Shoes (+96%)

–

Retailers began to advertise more discretionary

items

•

Telecom

–

Internet Service spending increased 92% with

more modest increases in bundled products

(+14%)

–

Cable/Satellite spending was up 23%

–

Wireless/Cellular spending was up 40%

11

FISHER’S REVENUE BY SOURCE

Network

Compensation

1%

Internet

1%

Retrans

0%

Other

14%

Political Spot

8%

Spot Revenue

Excluding

Political

77%

Spot Revenue

Excluding

Political

63%

Political Spot

13%

Other

13%

Retrans

7%

Internet

3%

Network

Compensation

0%

•

Fisher’s digital strategy and focus on local content has diversified revenue

–

Spot revenue (excluding political) now represents 63% of revenue, down from 77% in 2006

•

From 2006 to 2010, Fisher has increased retrans revenue from 0% to 9% of television revenue

–

In comparison, Nexstar Broadcasting Group, which is considered an industry leader in securing retransmission

consideration, increased retrans revenue from 3% to 10% of revenue from 2006 to 2010

•

Fisher

is

also

growing

its

revenue

by

competing

for

the

total

local

advertising

spend

–

not

just

for

broadcast’s

share

of

the

pie

–

Broadcast accounts for only 27% of the $7.6 billion in local advertising in Fisher’s markets

2006 Consolidated

Revenue -

$156.5 million

2010 Consolidated

Revenue -

$175.9 million

Fisher continues to grow and diversify its sources of revenue

12

$2,549

$3,059

$8,361

$12,451

$ --

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

$14,000

2007

2008

2009

2010

Fisher has significantly grown retransmission revenue since 2007

•

From 2007 to 2010, Fisher has increased retrans revenue from 2.3% to 9.1% of television revenue

% Television Revenue

2.3%

2.5%

8.6%

9.1%

($ in 000s)

Peer Group Comparison¹

% Television Revenue

2.8%

3.2%

8.1%

7.8%

Note:

1  Peer group includes NXST and GTN as these companies separately disclose retrans revenue

13

$931

$2,648

$3,008

$3,164

$5,077

$ --

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

2006

2007

2008

2009

2010

INTERNET REVENUE ($ in 000s)

Fisher’s enhanced digital platform has driven significant growth in

online audience and revenue

HYPERLOCAL

NETWORK

•

Over 120 neighborhood sites in five markets

•

Attracted ~2,300 new advertisers

•

Provides comprehensive advertising solution

which enables Fisher to serve customers across

budget spans

DIGITAL

STREAMING TO

MOBILE DEVICES

•

Launched multicast channels in every market

•

First to broadcast three simultaneous digital

streams of content to mobile devices

•

Strengthened on-air competitiveness, local brand

recognition and is contributing to the success of

new interactive launches

DATASPHERE

TECHNOLOGIES

•

Arrangement with DataSphere to distribute the

platform to other broadcasters around the country

•

During the agreement term, Fisher receives a

share of the revenue that is generated from new

markets

•

Revenue stream expected to gain momentum as

additional markets launch and mature

BUZZ BRANDS

•

Locally integrated, multi-platform content and

advertising solution for broadcasters 

•

Rolled out in Q1 2011, Buzz Brands content is

now being delivered to over 130 markets around

the country

•

The first lifestyle website, GalTime.com, launched

last fall

14

•

Fisher’s Board recognizes the value of the

Company’s assets, including its real estate

–

Explored strategic alternatives for Fisher Plaza

in 2008

–

Suspended marketing process given economic

downturn, declining value of commercial real

estate and the tightening of credit markets

•

In March 2011, Fisher retained Moelis & Company,

LLC as its financial advisor to explore alternatives for

maximizing the value of Fisher Plaza, which may

include a potential financing or sale transaction

•

In the meantime, Fisher is committed to improving the

financial performance of this asset

–

Fisher Plaza occupancy is at 96%

–

2010 revenue and EBITDA of $14.4 million

and $8.0 million, respectively

–

Fisher consolidated office space to free up

more rentable space

•

As of December 31, 2010, Fisher entities

occupied 41% of Fisher Plaza, compared

to 43% the year prior

NET REVENUE ($ in 000s)

AVERAGE REVENUE PER RENTABLE SQ. FT.

$8,061

$9,406

$11,326

$13,122

$13,739

$14,400

$ --

$4,000

$8,000

$12,000

$16,000

2005

2006

2007

2008

2009

2010

$20

$23

$29

$34

$36

$38

$ --

$10

$20

$30

$40

2005

2006

2007

2008

2009

2010

Occupancy

Rate

91%

93%

97%

97%

97%

96%

Fisher is committed to exploring alternatives for maximizing the

value of Fisher Plaza

15

$150.0

$150.0

$150.0

$150.0

$122.1

$101.4

$19.6

$52.9

$7.5

$6.5

$91.5

$44.0

2005

2006

2007

2008

2009

2010

Since 2005, Fisher has reduced its leverage (Total Debt / EBITDA)

and significantly increased its cash position

Cash ¹

($ in millions)

Leverage Ratio

11.9x

4.9x

5.5x

5.9x

17.7x

2.9x

Net Leverage Ratio

10.4x

4.7x

5.3x

2.3x

11.3x

1.4x

Debt

FISHER’S BALANCE SHEET (As of December 31)

Peer Group Comparison ²

Average Leverage Ratio

4.9x

Average Net Leverage Ratio

4.8x

Notes:

1  Includes short-term investments

2  Peer group includes BLC, GTN, NXST, SBGI and TVL

16

50.0%

100.0%

150.0%

200.0%

Mar-10

May-10

Jul-10

Sep-10

Nov-10

Jan-11

Mar-11

FSCI

TV Index¹

Radio Index²

S&P 500

31.6%

28.0%

24.4%

23.7%

16.9%

16.5%

--  

10%

20%

30%

40%

FSCI

GTN

NXST

TVL

SBGI

BLC

401.2%

96.1%

77.7%

65.4%

45.1%

42.9%

--  

100%

200%

300%

400%

500%

FSCI

GTN

NXST

TVL

SBGI

BLC

1.4x

3.7x

4.2x

4.3x

5.6x

6.1x

0.0x

2.0x

4.0x

6.0x

8.0x

FSCI

BLC

SBGI

TVL

NXST

GTN

NET DEBT / 2010 EBITDA

2009

-2010 REVENUE GROWTH

Fisher stands out among its peers based on operational, balance

sheet and stock price performance

Source: Company filings, Company websites, Capital IQ

Notes:

1

Includes BLC, GTN, NXST, SBGI, TVL; market capitalization weighted

2

Includes BBGI, CMLS, ETM, ROIA.K, SALM, SGA; market capitalization weighted

+99.8%

+41.4%

+11.0%

+3.8%

RELATIVE STOCK PRICE PERFORMANCE

2009

-2010 EBITDA GROWTH

(March 22, 2010 –

March 22, 2011)

17

Scale matters in television broadcasting

•

We believe that our operating margins are on par with or better than the margins of our in-

market competitors

•

In contrast to pure-play public TV broadcasters, Fisher does not have any duopolies comprised

of two full-power English language stations

Company

2010 Revenue

($mm)

% of Markets with

English Language

Duopolies

Sinclair

$767

57%

Belo

$687

33%

LIN TV

$420

65%

Nexstar

$313

56%

Fisher (TV)

$136

0%

•

While Fisher has less scale relative to its public pure-play TV broadcasting peers,

management is executing upon a well developed strategy to build scale

PUBLICLY TRADED TV BROADCASTERS WITH

SIGNIFICANT DUOPOLY CONCENTRATION

18

A sale of the Company in today’s market would not maximize value

for shareholders

TEV

/

AVERAGE

LTM-NTM

EBITDA

TRADING

MULTIPLE

INDEX¹

(SINCE

2006)

•

Current trading levels of pure-play broadcasters are near trough levels

•

The M&A environment for broadcast assets is not sufficiently robust as strategic buyers have

been focused on debt reduction as opposed to acquisitions given recent financial disruption

6.0x

7.0x

8.0x

9.0x

10.0x

11.0x

12.0x

Jan-06

Aug-06

Mar-07

Oct-07

May-08

Dec-08

Jul-09

Feb-10

Sep-10

Apr-11

Note:

1  Index includes BLC, GTN,  NXST, SBGI, TVL

High:

11.9x

Median:

9.3x

Low:

6.9x

Current:

7.7x

(January 3, 2006 -

April 12, 2011)

19

Fisher has been recognized as a leader in local media innovation

“These awards pay tribute to technology leaders who have displayed innovation, imagination and

achievement.”

“Colleen is one of the true leaders in our industry and this award is in recognition of her contributions

in reshaping how broadcasters think about content distribution in today's ever-changing environment,

while leveraging technology to establish cutting-edge delivery platforms."

2011 TECHNOLOGY

LEADERSHIP AWARD

INNOVATOR OF THE

YEAR

“Brown

received

Innovator

of

the

Year

for

Fisher's

launch

of

more

than

100

hyperlocal

Web

sites,

starting in August 2009, and for surpassing 1,000 individual advertising clients.”

“…the effort is notable because it represented a "counter-culture change" for a TV broadcaster to

reach that many smaller businesses in such a viable, self-sustaining Internet venture.”

“…the cream of the crop are those who are delivering sustainable financial results for advertisers and

for their companies.”

Fisher Communications was a founding member of The Mobile 500 Alliance, a voluntary alliance of

leading broadcasters with a collective, focused effort to accelerate the nationwide availability of

commercial mobile digital television (DTV) service

Represents

92%

of

the

country

–

over

400

television

stations

and

45

broadcast

companies

Colleen Brown was elected as Chairman

AWARDS AND NOTABLE ACHIEVEMENTS

20

OVERVIEW OF HUNTINGDON PROPOSAL

AND PROXY CONTEST

21

A timeline of events

July

2010:

The

Board

received an assessment

from a financial advisor

concluding that the valuation

environment for broadcast

assets was near an all time

low

November

2010:

The

Board, including Mr. Lorber,

receive positive update on

the Company’s fourth quarter

financial results

December 6, 2010:

Fisher receives an

unsolicited proposal from Huntingdon

December 8, 2010:

Fisher’s voting directors

unanimously reject

Huntingdon’s proposal

January

3,

2011:

Huntingdon

(FrontFour is largest

shareholder) publicly discloses

its unsolicited proposal to

acquire Fisher for $23.99

January

27,

2011:

FrontFour

nominates a slate of four directors with

the announced intention to sell the

Company

April 11, 2011:

Fisher

closes at $29.86,

approximately 25%

higher than the implied

value in Huntingdon’s

December proposal

March

3,

2011:

Fisher

reports

its highest quarterly revenue

and EBITDA in 10 years

2010

2011

22

•

Mr. Lorber and FrontFour Capital, a Connecticut-based hedge fund, are seeking to take control of the

Company in order to force a sale near the bottom of the market for their own short-term benefit

–

Mr. Lorber has affiliations with FrontFour, Huntingdon and Fisher

•

Mr. Lorber is managing member of FrontFour and also sits on the Board of Trustees of Huntingdon Real

Estate Investment Trust

•

Huntingdon is a Canadian REIT that owns commercial real estate in Canada, including warehouses,

industrial buildings and parking lots

•

FrontFour is Huntingdon’s largest shareholder

•

Huntingdon’s CEO and Trustee, Zachary George, co-founded FrontFour with Mr. Lorber

•

In December 2010, Huntingdon made an unsolicited proposal to acquire Fisher at an implied offer price

of $23.99

–

Highly opportunistic bid comprised of stock and cash consideration that represented only a 10%

premium to Fisher’s share price at the time

–

The proposal was unanimously rejected by Fisher’s voting Board members 

–

Equity markets confirmed Board’s decision

•

Fisher stock closed at $29.86 on April 11, approximately 25% higher than the implied value in Huntingdon’s

December proposal

FrontFour is seeking to take control at the expense of other

shareholders

David Lorber, a Fisher director, is conflicted and not acting in the best interests of all shareholders

23

•

FrontFour is seeking a quick investment return

–

Has not been a long-term Fisher shareholder

–

Currently owns approximately 2% of Fisher’s shares

•

Over 90% of which have been purchased since May 4, 2010 at prices ranging from $14.21 to $18.81 per

share, while Mr. Lorber has been a member of the Fisher Board

–

Mr.

Lorber

now

criticizes

the

same

Board

and

management

that

has

been

in

place

while

FrontFour

made all of its Fisher stock purchases

–

Huntingdon currently owns approximately 1.4% of Fisher shares outstanding, which it purchased in

2010 and FrontFour is Huntingdon’s largest shareholder

•

With Huntingdon’s opportunistic proposal rejected, Mr. Lorber and FrontFour are now trying to take

control through a proxy contest

–

Attempting to seize control without any control premium being offered

•

With four Board seats in 2011, FrontFour would control the Fisher Board

–

FrontFour intends to initiate a sale process for the whole company at a time when valuations of

broadcasting stocks remain at trough levels

•

No plan for operating the business, either before, during or after any attempted sale process

•

Instead, their sole value creation proposal is to attempt an ill-timed auction to potential buyers that may

include Huntingdon

–

Trying to prevent all Fisher shareholders from benefitting from Fisher’s strategic transformation as

the advertising market rebounds

FrontFour is seeking to take control at the expense of other

shareholders

24

FrontFour nominees

John Powers

•

No broadcast industry nor public company director experience

Joseph Troy

•

No broadcast industry experience

Matthew Goldfarb

•

No broadcast industry experience

Stephen Loukas

•

No broadcast industry nor public company director experience

FrontFour’s

nominees

have

no

broadcast

experience

and

appear

to

be

focused

only

on

providing

FrontFour with a short-term gain by attempting to orchestrate a sale of the Company in today’s market

25

Anthony B. Cassara

•

More than 30 years of experience in the broadcast industry

•

Served as President of Paramount Pictures’

Television Stations Group

•

Served as EVP of Chartwell Partners LLC, where he worked closely

with Univision Chairman and

Chartwell owner Jerry Perenchio to acquire U.S. television stations and launch Univision's second

television network, Telefutura

•

Served on Univision’s Board of Directors from 2005 until 2007

•

Joined the Young Broadcasting Board as an expert director after the company's Chapter 11

bankruptcy filing, and currently serves as its CEO

Richard L. Hawley

•

Current Company Audit Committee Chair and Financial Expert

•

Over 7 years of broadcast experience as a Fisher director

•

Current and past public company executive experience

•

EVP and CFO of Nicor Inc. and Nicor Gas since 2003

•

Previously spent 25 years at Coopers & Lybrand (now PricewaterhouseCoopers)

Fisher’s highly qualified slate

Fisher’s nominees are highly qualified with nearly 100 years of combined broadcast experience,

significant financial and accounting experience and have successfully created shareholder value at other

companies in the industry

26

Roger L. Ogden

•

35 years of experience in the broadcast industry

•

Served as President and CEO of the Gannett Television Division

•

Served as Gannett’s SVP of Design, Innovation and Strategy

•

Currently serves as a director of E.W. Scripps Company and as Chairman of Chyron Corporation

•

Served on the Associated Press Board of Directors as chairman of

the Broadcast Committee

•

Worked under Jack Welch during his tenure at GE/NBC

Michael D. Wortsman

•

Fisher’s non-executive Chairman of the Board of Directors since April 2009

•

Over 30 years of experience in the broadcast industry

•

Served as President of Univision Television Group

•

Executive roles at ABC, FOX and NBC-owned television and radio stations

Fisher’s highly qualified slate

Fisher’s nominees are highly qualified with nearly 100 years of combined broadcast experience,

significant financial and accounting experience and have successfully created shareholder value at other

companies in the industry

27

Fisher’s Board has evolved and responded to the needs of shareholders

over time

•

With

the

election

of

our

four

nominees,

5

out

of

our

9

directors

would

have

joined

the

Board during the past 4 years and 8 out of 9 would have joined during the past 8 years

•

Fisher plans to replace two retiring Fisher family member directors

–

Proposed nominees include Anthony Cassara and Roger Ogden, who are highly respected in the

industry and bring deep knowledge and expertise

–

Following

the

2011

annual

meeting,

only

one

Fisher

family

member

will

sit

on

the

Board,

down

from four in 2008

•

Fisher Corporate Governance Features:

–

Fisher uses cumulative voting

–

Does not have blank check preferred stock

or multiple classes of stock

–

9 of 10 current directors are independent

–

Has separate Chairman and CEO positions

FISHER’S CONTINUING DIRECTORS

AND NOMINEES

Name

Year

Joined

Bio

P. Bible

2009

  Sr. Partner, Lewis & Roca LLP

C. Brown

2006

  CEO, Fisher Communications

A. Cassara

2011

  30 years of broadcast experience;

  Served as EVP of Chartwell Partners

D. Graham III

1993

  Owner, Cerberus Productions

R. Hawley

2003

  EVP & CFO, Nicor Inc. / Nicor Gas

D. Lorber

2009

  Co-Founder, FrontFour Capital

B. McAndrews

2006

  MD, Madrona Venture Group

R. Ogden

NA

  35 years of broadcast experience

M. Wortsman

2007

  30 years of broadcast experience

28

FrontFour asserts:  From the time that the current management team took over in October 2005 to the

day before Huntingdon made its offer public, Fisher’s shares declined by more than 47%

RESPONSE: Fisher’s stock has actually outperformed its industry peers since October 2005

(October

3,

2005

–

March

22,

2011)

Source: Capital IQ

Notes:

1

Includes BLC, GTN, NXST, SBGI, TVL; market capitalization weighted

2

Includes BBGI, CMLS, ETM, ROIA.K, SALM, SGA; market capitalization weighted

Responding to FrontFour’s inaccurate and misleading assertions

(38.3%)

(48.4%)

5.5%

(71.6%)

--

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

140.0%

Oct-05

Feb-06

Jul-06

Dec-06

Apr-07

Sep-07

Feb-08

Jun-08

Nov-08

Apr-09

Aug-09

Jan-10

Jun-10

Oct-10

Mar-11

FSCI

TV Index

Radio Index

S&P 500

¹

²

29

$137.1

$175.9

$0

$50

$100

$150

$200

2005

2010

$12.9

$34.6

$0

$10

$20

$30

$40

2005

2010

2005-2010 EBITDA GROWTH ($mm)

2005-2010 REVENUE GROWTH ($mm)

Responding to FrontFour’s inaccurate and misleading assertions

FrontFour asserts:  Shareholders should be concerned with Fisher’s poor operating and stock performance

RESPONSE:

•

FrontFour’s assertion is based on results and stock performance information through 2009

•

In 2010, Fisher’s consolidated revenue increased 32% and EBITDA grew 401%, both of which were peer-leading results

•

Management continues to successfully execute on its long term strategic plan

–

Since 2005, consolidated revenue and EBITDA have increased 28.3%

and 168.1%, respectively

•

The improved results have not gone unnoticed by the investment community

–

On a trailing 12-month basis as of March 22, 2011, prior to the Company’s disclosure that it would explore the

possible sale of Fisher Plaza, Fisher’s stock outperformed its peer group and the S&P 500 by a significant margin

Peer

Group

Comparison

Avg. ’05-’10 Growth

19.0%

Peer Group Comparison

1, 2

Avg. ’05-’10 Growth

46.9%

Note:

1

Includes BLC, GTN, NXST, SBGI, TVL

2

Excludes BLC as 2005 EBITDA is not disclosed for the broadcast division

1

30

Responding to FrontFour’s inaccurate and misleading assertions

FrontFour asserts:  The Board immediately dismissed the Huntingdon offer just four days after it was made

RESPONSE:

•

The Board carefully considered and deliberated on the proposal at an in-person meeting

•

The equity markets confirmed the Board’s decision –

as of April 11, Fisher’s closing price was $29.86, approximately

25% higher than the implied value of Huntingdon’s December proposal

•

Had the Board pursued the Huntingdon proposal, all of our public

shareholders would have received a poor value for

their holdings

–

In comparison, FrontFour, through its 2010 purchases of Fisher stock at prices up to $18.81, would have enjoyed

a significant short-term gain

FrontFour asserts:  BCF margins continue to trail competitors

RESPONSE:

•

BCF margins are improving –

4Q10 TV BCF margin was 43.6%

•

We believe that our operating margins are on par with or better than the margins of our in-market competitors

•

In contrast to pure-play public TV broadcasters, Fisher does not have any duopolies comprised of two full-power English

language stations

•

Unlike many of our competitors who are less geographically concentrated, Fisher's properties are primarily clustered in

the Northwest

–

With the exception of Bakersfield, the revenue rank in each of our markets is lower than its DMA rank

–

That being said, we continue to implement new technologies that lower operating costs to drive improved margins

31

FrontFour asserts:  Despite receiving two separate acquisition offers in less than three years, the Board

did not even form an independent special committee to evaluate these proposals

RESPONSE:

•

All board members, except our CEO, are independent, (the CEO is a board member in virtually all public companies

and in many cases acts as chairman), so forming a special committee would only serve to limit the involvement of

experienced independent directors who are committed to the Company

•

The only director that has an apparent conflict of interest is Mr. Lorber due to his involvement with FrontFour and

Huntingdon

FrontFour asserts:  The Board does not listen to its shareholders.  The Board did not declassify despite

the fact shareholders passed a non-binding proposal in 2009

RESPONSE:

•

The proposal to declassify the Board passed by only 0.1% of the votes cast

•

In December 2009, Mr. Lorber voted with all voting directors to approve a Board resolution that the Board not be

declassified

•

FrontFour originally submitted the proposal in 2009 and did not resubmit it in 2010 or 2011

Responding to FrontFour’s inaccurate and misleading assertions

32

Responding to FrontFour’s inaccurate and misleading assertions

FrontFour asserts:  The Board does not have diversified business experience and expertise to enhance

and unlock value

RESPONSE: 

•

Fisher’s nominees bring a diverse set of business experiences gained through serving on Boards and in senior

management positions at other publicly traded companies

•

With the election of the Company’s entire slate, Fisher’s Board would be comprised of a talented group of individuals

who have proven track-records as broadcast and network executives, as well as the deep

understanding of the

technology, business and financial issues

•

Unlike FrontFour's slate, Fisher's nominees are truly independent business executives

33

Fisher shareholders should elect the Company’s slate

•

Fisher built this momentum quarter-by-quarter, year-by-year and is now at the forefront of redefining

local media

–

Executing on strategic plan with positive results

•

Significant momentum from efforts to improve performance and diversify revenues

–

Beginning to leverage its multi-platform strategy to target the entire local market ad share

•

New digital platforms to meet the increasing demand for personalized media

–

Fisher’s Board nominees are highly qualified and committed to representing the interests of all shareholders

•

FrontFour

is

seeking

to

take

control

of

Fisher

at

the

expense

of

other

shareholders

and

realize a

short-term gain

–

David Lorber, a Fisher sitting director and managing member of FrontFour, is conflicted and not acting in the

best interests of all shareholders

–

Huntingdon, a Canadian REIT and affiliate of FrontFour, submitted an unsolicited proposal

–

Mr. Lorber and FrontFour are now trying to take control through a proxy contest and force a sale of the

Company in today’s market

–

FrontFour is a hedge fund solely preoccupied with its own-short term gain

•

2% holder with over 90% of stake purchased since May 4, 2010 at prices ranging from $14.21 to $18.81

per share, while Mr. Lorber has been a member of the Fisher Board

•

Furthermore, Huntingdon currently owns approximately 1.4% of Fisher shares outstanding, purchased

in 2010

34

APPENDIX

35

The Company reports and discusses its operating results using financial measures consistent with

generally accepted accounting principles (GAAP) and believes this should be the primary basis for

evaluating its performance. These non-GAAP measures should not be viewed as alternatives or

substitutes for GAAP reporting.

The Company believes the presentation of these non-GAAP measures is useful to investors because they

are used by lenders to measure the Company’s ability to service debt; by industry analysts to determine

the market value of stations and their operating performance; and by management to identify the cash

available to service debt, make strategic acquisitions and investments, maintain capital assets and fund

ongoing operations and working capital needs; and, because they reflect the most up-to-date operating

results of the stations inclusive of pending acquisitions, time brokerage agreements or local marketing

agreements. Management believes they also provide an additional basis from which investors can

establish forecasts and valuations for the Company’s business.

36

The following table provides a reconciliation of our revenue by source to total

consolidated revenue in each of the periods presented

($ in thousands)

Source: Company

2010

% Total

2006

% Total

Spot revenue, excluding political

$111,390

63%

$120,690

77%

Political spot

23,264

13%

11,830

8%

Internet

5,077

3%

931

1%

Retransmission

12,451

7%

--

--  

Network compensation

329

0%

1,274

1%

Other

23,415

13%

21,812

14%

Consolidated Revenue (GAAP)

$175,926

100%

$156,537

100%

The Company believes that the revenue by source and revenue by source as a percentage of total consolidated

revenue

helps

investors

assess

the

Company's

revenue

performance

and

to

better

understand

the

impact

the

composition of revenue has on the Company's operating performance.

37

The following table provides retransmission to television net revenue comparisons

in each of the periods presented

Source: Company

2010

2009

2008

2007

Core advertising (local and national)

$90,227

$77,945

$93,369

$94,328

Political

22,109

1,945

19,330

5,877

Internet

3,496

1,705

1,943

1,470

Retransmission

12,451

8,361

3,059

2,549

Trade, barter and other

8,114

7,245

6,300

6,566

TV net revenue (per GAAP, Operating Segment Footnote)

$136,397

$97,201

$124,001

$110,790

Retransmission revenue as a % of TV Revenue

9.1%

8.6%

2.5%

2.3%

($ in thousands)

The Company believes that retransmission and retransmission revenue as a percentage of television revenue helps

investors assess the Company's performance on growth and diversifying its various sources of revenue streams.

38

The

following

table

provides

the

detail

for

the

internet

revenue

comparisons

in

each of the periods presented

Source: Company

2010

2009

2008

2007

2006

2005

Internet (as reported in TV net revenue detail)

$3,496

$1,705

$1,943

$1,470

$ --

$ --

Convergence (reported in TV Core advertising)

1,581

1,459

1,065

1,178

931

--

Internet net revenue

$5,077

$3,164

$3,008

$2,648

$931

$ --

($ in thousands)

The Company believes that internet revenue is helpful information for providing investors with information on how the

Company is growing and performing on its digital platform.

39

The following table provides a reconciliation of plaza segment income (loss) from

operations to Plaza EBITDA in each of the periods presented

Source: Company

2010

Plaza income (loss) from operations (GAAP)

$9,666

Add:

Depreciation

3,210

Loss on disposal of assets

106

Plaza fire expenses, net

--

Subtract:

Gain on disposal of assets

--

Plaza fire reimbursements, net

3,363

1,584

Plaza EBITDA (Non-GAAP)

$8,035

Plaza Revenue

$14,400

Operating expense allocated to TV and Radio

segments

($ in thousands)

The Company believes the presentation of the Plaza EBITDA helps investors better assess the Plaza's growth and

operating performance  without the impact of depreciation and unusual and/or nonrecurring items.  Plaza EBITDA is

calculated as Plaza income (loss) from operations plus depreciation, Plaza fire expenses (reimbursements), net,

minus Plaza operating expenses allocated to the TV and Radio segments.

40

The following table provides a reconciliation of income (loss) from operations to

EBITDA and provides the calculation for the leverage and net leverage ratio

Source: Company

2010

2009

2008

2007

2006

2005

Income (loss) from operations (GAAP)

$25,465

($6,474)

($72,079)

$14,765

$19,426

($5,566)

Add:

Amortization of program rights

$11,877

$10,056

$19,288

$18,686

$18,646

$19,959

Depreciation and amortization

14,448

13,713

12,703

11,518

10,307

12,835

Stock-based compensation

1,342

1,015

918

733

473

--

Impairment of goodwill, intangible assets and equity investment

--

--

78,210

--

--

--

Non-cash charge resulting from forfeiture of non-refundable deposit

--

--

1,000

--

--

--

Net non-cash charge resulting from change in national advertising representation firm

--

--

4,990

--

--

4,300

Loss on disposal of assets

284

--

--

--

--

--

Plaza fire expenses, net

--

2,657

--

--

--

--

Subtract:

Gain on asset exchange, net

$2,054

$2,569

$ --

$ --

$ --

$ --

Plaza fire reimbursements, net

3,363

--

--

--

--

--

Payments for television broadcast rights

11,963

10,038

18,154

17,645

17,633

18,953

1,461

1,461

1,264

869

869

--

Adjusted EBITDA (Non-GAAP)

$34,575

$6,899

$25,612

$27,188

$30,350

$12,575

Long-term Debt (GAAP)

$101,440

$122,050

$150,000

$150,000

$150,000

$150,000

Cash, cash equivalents and short-term investments (GAAP)

52,945

43,982

91,532

6,510

7,477

19,622

Leverage Ratio (Non-GAAP)

2.9x

17.7x

5.9x

5.5x

4.9x

11.9x

Net Leverage Ratio (Non-GAAP)

1.4x

11.3x

2.3x

5.3x

4.7x

10.4x

Amortization of non-cash benefit resulting from change in national advertising

($ in thousands)

The Company believes the presentation of Adjusted EBITDA helps investors better assess the Company's growth and operating performance without the

impact of depreciation and unusual and/or nonrecurring items.  EBITDA is calculated as income from operations plus amortization of program rights;

depreciation and amortization; stock-based compensation; Plaza fire expenses (reimbursements), net; gain on exchange of assets, net; and non-cash

charges minus payments for broadcast rights and amortization of non-cash benefit resulting from a change in national advertising representation firm.

The Company believes that the leverage ratio and net leverage ratio provides investor's important information on the health of the Company's balance

sheet and how the Company is performing against its debt covenants and its ability to service, incur or pay down indebtedness.

41

The

following

table

provides

a

reconciliation

of

television

segment

income

(loss)

from operations to television broadcast cash flow in each of the

periods presented

Source: Company

Year ended

December 31,

Three months

ended

December 31,

2010

2010

Television income (loss) from operations (GAAP)

$26,581

$17,102

Add:

Amortization of program rights

11,877

2,991

Depreciation and amortization

9,136

2,158

Corporate and internet expenses

8,785

2,407

Loss on disposal of assets

174

84

Loss on exchange of assets, net

--

3

Subtract:

Gain on exchange of assets, net

2,054

--

Payments for television broadcast rights

11,963

2,860

Amortization of non-cash benefit resulting from change

in national advertising representation firm

1,461

365

Non-convergence internet revenue

3,496

1,123

Television Cash Flow (Non-GAAP)

$37,579

$20,397

27.6%

43.6%

Television Revenue

$136,397

$46,763

Television Cash Flow as a percentage of Television Revenue

($ in thousands)

The Company believes the presentation of the Television Cash Flow helps investors better assess the Company's Television segments growth and

operating performance  without the impact of depreciation and unusual and/or nonrecurring items.  Television cash flow is calculated as income (loss)

from  operations plus amortization of program rights, depreciation and amortization, non-cash charges, Internet and corporate expenses minus gain on

asset

exchange,

net,

payments

for

broadcast

rights,

amortization

of

non-cash

benefit

resulting

from

a

change

in

national

advertising

representation

firm

and non-convergence Internet revenue.